21-292. Removal of directors by judicial proceeding.

177 words·~1 min read·/ne/chapter-21/21-292

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(MBCA 8.09)

(a)The district court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that

(1)the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation and

(2)considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

(b)A shareholder proceeding on behalf of the corporation under subsection

(a)of this section shall comply with all of the requirements of sections 21-275 to 21-282 , except subdivision

(1)of section 21-276 .

(c)The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.

(d)Nothing in this section limits the equitable powers of the court to order other relief.